Corporate Catalyst Acquisition Inc. Enters into Definitive Agreement with Globalive Technology Partners Inc. and Announces Results of Annual General and Special Meeting

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, May 23, 2018 /CNW/ - Corporate Catalyst Acquisition Inc. ("CCA") (NEX: CII.H), a capital pool company, is pleased to announce that it has entered into a definitive amalgamation agreement (the "Definitive Agreement") with Globalive Technology Partners Inc. ("GTP") with respect to the previously announced proposed qualifying transaction between CCA and GTP (the "Proposed Transaction"), which will constitute CCA's "Qualifying Transaction" pursuant to Policy 2.4 of TSX Venture Exchange (the "Exchange"). The Proposed Transaction will be completed by way of a three-cornered amalgamation whereby a wholly-owned subsidiary of CCA will amalgamate with GTP. The amalgamated company will subsequently be amalgamated with CCA and that amalgamated company will carry on the business of GTP.

CCA is also pleased to announce that its shareholders have voted in favour of all items brought before them at CCA's annual general and special meeting of shareholders held on May 22, 2018 in Toronto, Ontario (the "Meeting").

Appointed Board of Directors

CCA's shareholders conditionally approved the appointment of the following individuals to serve as directors of CCA upon completion of the Proposed Transaction:

Anthony Lacavera – Chief Executive Officer and Director: Mr. Lacavera is the founder of Globalive Capital Inc., a telecommunications/technology focused investment company. Mr. Lacavera has made over 100 venture and private equity investments over the past 15 years, including founding WIND Mobile which became Canada's fourth largest wireless carrier before it was sold to Shaw for approximately $1.6 billion. Mr. Lacavera was named Canada's CEO of the Year by the Globe and Mail in 2010, one of the 50 Most Influential Torontonians in 2013 and one of Canada's Top Executives by Power and Influence magazine in 2014. Mr. Lacavera holds an Engineering Degree from the University of Toronto.

Jason Theofilos – Director: Mr. Theofilos is a Co-Founder and Chief Executive Officer of Mundo Inc., a leading global performance mobile ad network. He has founded or invested in over 50 private technology and blockchain companies and serves on the board of Mundo Inc. and CoinSquare Ltd., a leading Canadian cryptocurrency exchange.

Kingsley Ward – Director: Mr. Ward has more than 25 years of experience as an investor and director of various private equity and public companies. He is a Managing Partner of VRG Capital Corp. and Chairman of Founders Advantage Capital Corp., DATA Communications Management Corp., Clarus Securities Inc., Jones Brown Holdings Inc. and Nucro-Technics.

Matters Approved at the Meeting

At the Meeting, CCA's shareholders passed resolutions to:

1. set the number of directors of CCA for the ensuing year;
   
   
2. elect each of the current directors of CCA to serve from the close of the Meeting until the earlier of: (i) the close of the next annual meeting of shareholders of CCA or until their successors are elected or appointed; and (ii) the effective time of the closing of the Proposed Transaction (the "Change of Board Time");
   
   
3. elect Anthony Lacavera, Jason Theofilos and Kingsley Ward to serve as directors of CCA from the Change of Board Time until the close of the next annual meeting of shareholders of CCA or until their successors are elected or appointed;
   
   
4. appoint RSM Canada LLP as auditors of CCA and authorize the board of directors of CCA to fix the auditor's remuneration;
   
   
5. approve an omnibus equity incentive compensation plan (the "Omnibus Plan"), which will only become effective if the Proposed Transaction is completed;
   
   
6. approve, ratify and confirm the consolidation of the outstanding common shares of CCA ("Common Shares") on the basis of one new Common Share for every 6.66 old Common Shares, which will only become effective if the Proposed Transaction is completed; and
   
   
7. approve, ratify and confirm the change of CCA's name to "Globalive Technology Inc." (the "Resulting Issuer") or such other name as may be requested by GTP and approved by the board of directors of CCA and applicable regulatory authorities, to be effective contemporaneously with the completion of the Proposed Transaction.

GTP Vend-in Shares and Omnibus Plan

It was noted at the Meeting that while the management information circular relating to the Meeting stated that CCA will issue 25,920,494 Resulting Issuer common shares and GTP will pay $5,167,000 in cash to certain parties as a result of the acquisition by GTP of certain assets on the closing of the Proposed Transaction, the number of shares to be issued has been decreased by 6 million and the cash payment will no longer be made. As a result, there will be 6 million less Resulting Issuer shares outstanding upon completion of the Proposed Transaction, or approximately 137 million shares.

As a result of the reduction in the number of Resulting Issuer shares outstanding upon completion of the Proposed Transaction, the maximum number of shares issuable under the Omnibus Plan on the exercise or settlement of awards other than stock options was reduced by 600,000 shares and therefore shall not exceed 13,703,631 in the aggregate.  The maximum number of shares issuable under the Omnibus Plan on the exercise of stock options remains at 10% of the outstanding common shares of CCA on a rolling basis.

GTP Financing

In connection with the Proposed Transaction, on April 5, 2018, GTP completed a $30,000,000 private placement of subscription receipts of GTP (the "Financing"). Further details regarding the Financing are provided in the press releases of CCA dated April 4, 2018 and March 14, 2018.

Additional Information

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release. 

On behalf of the Board of Directors of

CORPORATE CATALYST ACQUISITION INC.

"Paul Kelly"
Chief Executive Officer and Chief Financial Officer

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.

Forward-Looking Statements

This news release contains forward-looking statements relating to the timing and completion of the Proposed Transaction, the composition of the board of CCA, the consolidation of the Common Shares, the name change of CCA, the Vend-in Shares to be issued by GTP, the capitalization of the resulting issuer, the future operations of CCA and the Resulting Issuer and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the Proposed Transaction, the composition of the board of CCA, the consolidation of the Common Shares, the name change of CCA, the Vend-in Shares to be issued by GTP, the capitalization of the Resulting Issuer and the future plans and objectives of CCA and the Resulting Issuer, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from CCA's expectations include the failure to satisfy the conditions to completion of the Proposed Transaction and other risks detailed from time to time in the filings made by CCA with securities regulators.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of CCA. As a result, CCA cannot guarantee that the Proposed Transaction will be completed on the terms and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and CCA will only update or revise publicly the included forward-looking statements as expressly required by Canadian securities law.

SOURCE Corporate Catalyst Acquisition Inc.

Paul Kelly, Chief Executive Officer and Chief Financial Officer, 416-802-6636